Arcadia Biosciences, Inc.
For the period ended Dec 19, 2025. Filed Nov 19, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 19, 2025 · Filed Nov 19, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
ARCADIA BIOSCIENCES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
5956 Sherry Lane, Suite 2000
Dallas, TX 75225
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Friday, December 19, 2025
Dear Stockholders of Arcadia Biosciences, Inc.:
We are pleased to invite you to attend our 2025 Annual Meeting of Stockholders to be held virtually on Friday, December 19, 2025 at 1:00 p.m. Central Time (the “virtual Annual Meeting”). At the virtual Annual Meeting, we will ask you to consider the following proposals:
To elect three (3) Class I directors;
To approve, on a nonbinding advisory basis, the compensation of our named executive officers;
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for the fiscal year ending December 31, 2025; and
To transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.
This year’s annual meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to listen to the annual meeting, submit your questions, and vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/RKDA2025 and entering the 16-digit control number found on the proxy card or voting instruction form.
Our Board of Directors has fixed the close of business on November 4, 2025 as the record date for the Annual Meeting. Stockholders of record as of the record date may vote at the Annual Meeting or any postponements or adjournments of the meeting. This notice of annual meeting, proxy statement, and form of proxy are being made available on or about November 19, 2025.
Your vote is important. Whether or not you plan to participate in the meeting, we would like for your shares to be represented. Please vote as soon as possible via the Internet, telephone, or mail.
Sincerely,
Thomas J. Schaefer
Chief Executive Officer & Corporate Secretary
Dallas, Texas
November 19, 2025
Whether or not you expect to participate in the Annual Meeting, please vote via the Internet, by phone, or complete, date, sign and promptly return the accompanying proxy card or voting instruction card in the enclosed postage-paid envelope so that your shares may be represented at the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting To Be Held on December 19, 2025: This Proxy Statement, along with the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, is available at the following website: www.proxyvote.com. In accordance with rules approved by the Securities and Exchange Commission, we are providing this notice to our stockholders to advise them of the availability on the Internet of our proxy materials related to the Annual Meeting. The rules allow companies to provide access to proxy materials in one of two ways. Because we have elected to utilize the “full set delivery” option, we are delivering our proxy materials to our stockholders under the “traditional” method, by providing paper copies, as well as providing access to our proxy materials on a publicly accessible website. Our Proxy Statement and proxy card are enclosed along with our Annual Report on Form 10-K for the year ended December 31, 2024, which is being provided as our annual report to stockholders. These materials are also available on the website: http://www.arcadiabio.com. The information on this website, other than the Proxy Statement, is not part of the Proxy Statement.
PROXY STATEMENT
2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On Friday, December 19, 2025
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 2 |
| DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE | 10 |
| Executive Officers and Directors | 10 |
| Executive Officers | 10 |
| Nominees for Director | 10 |
| Other Non-Employee Directors | 11 |
| Board Composition | 12 |
| Board Meetings and Director Communications | 13 |
| Director Independence | 13 |
| Board Committees | 13 |
| Considerations in Evaluating Director Nominees | 15 |
| Director Nominations | 15 |
| Code of Business Conduct and Ethics | 16 |
| Board Leadership Structure | 16 |
| Board’s Role in Risk Oversight | 16 |
| Non-Employee Director Compensation | 17 |
| Non-Employee Director Compensation Policy | 19 |
| Delinquent Section 16(a) Reports | 20 |
| Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 20 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 20 |
| Hedging and Margin Policy | 22 |
| EXECUTIVE COMPENSATION | 23 |
| Processes and Procedures for Compensation Decisions | 23 |
| 2024 Summary Compensation Table | 23 |
| Named Executive Officer Employment Arrangements | 24 |
| Outstanding Equity Awards at Fiscal Year-End | 28 |
| Pay Versus Performance | 29 |
| EQUITY BENEFIT AND STOCK PLANS | 32 |
| LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS | 33 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 34 |
| Policies and Procedures for Related Party Transactions | 35 |
| COMMUNICATIONS WITH OUR BOARD OF DIRECTORS | 36 |
| AUDIT COMMITTEE REPORT | 36 |
| PROPOSAL ONE: ELECTION OF DIRECTORS | 37 |
| PROPOSAL TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 38 |
| PROPOSAL THREE: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 39 |
| OTHER MATTERS | 40 |
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ARCADIA BIOSCIENCES, INC.
PROXY STATEMENT
FOR 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 1:00 p.m. Central Time on Friday, December 19, 2025
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors (the “Board” or “Board of Directors”) for use at the 2025 Annual Meeting of stockholders of Arcadia Biosciences, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof (the "Annual Meeting"). The Annual Meeting will be held virtually on Friday, December 19, 2025 at 1:00 p.m. Central Time. References in this Proxy Statement to “we,” “us,” “our,” the “Company” or “Arcadia” refer to Arcadia Biosciences, Inc. The Annual Meeting can be accessed via the internet at www.virtualshareholdermeeting.com/RKDA2025 where you will be able to listen to the meeting live, submit questions, and vote online.
The Notice of Annual Meeting, this Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 25, 2025 (the “Annual Report”), and the form of proxy are first being mailed on or about November 19, 2025 to all stockholders entitled to vote at the Annual Meeting.
THE INFORMATION PROVIDED IN THE “QUESTION AND ANSWER” FORMAT
BELOW IS FOR YOUR CONVENIENCE ONLY AND IS MERELY A SUMMARY OF
THE INFORMATION CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD
READ THIS ENTIRE PROXY STATEMENT CAREFULLY.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.